(o) Shares means a common share, par value $5.00 per share, of the
Company and such other securities as may be substituted or resubstituted for Shares pursuant to Section 5(b).
SECTION 3. ADMINISTRATION OF
PLAN
(a) Authority of the Committee. The Plan shall be administered by the Committee. The Committee shall have full and final
authority to take the following actions, in each case subject to and consistent with the provisions of the Plan:
(i) to select persons to
whom Awards may be granted;
(ii) to determine the type or types of Awards to be granted to each Participant;
(iii) to determine the number of Awards to be granted, the number of Shares to which an Award will relate, all other terms and conditions of
any Award granted under the Plan (including, but not limited to, any exercise price, grant price, or purchase price, any restriction or condition, any schedule or performance conditions for the lapse of restrictions or conditions relating to
transferability, forfeiture, exercisability, or settlement of an Award, and accelerations or modifications thereof, based in each case on such considerations as the Committee shall determine), and all other matters to be determined in connection
with an Award;
(iv) to determine whether, to what extent, and under what circumstances an Award may be settled, or the exercise price of
an Award may be paid, in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;
(v) to
accelerate at any time the exercisability or vesting of all or any portion of any Award;
(vi) to determine whether, to what extent, and
under what circumstances cash, Shares, other Awards, or other property payable with respect to an Award will be deferred either automatically, at the election of the Committee, or at the election of the Participant;
(vii) to prescribe the form of each Award Agreement, which need not be identical for each Participant;
(viii) to adopt, amend, suspend, and rescind such rules and regulations and appoint such agents as the Committee may deem necessary or
advisable to administer the Plan;
(ix) to correct any defect or error or supply any omission or reconcile any inconsistency in the Plan
or in any Award and to construe and interpret the Plan and any Award, rules and regulations, Award Agreement, or other instrument hereunder; and
(x) to make all other decisions and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or
advisable for the administration of the Plan.
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